The Mysterious Entity of Equestria
by Goddragon99
Summary: This story is about a mystery entity, who enter the minds of the manes six and take over their body! The everybody is anthro pony and the manes six are futa mares. Rated M for sexual content and futanari. This futa fic, that mean show girl with dick, don't read if you don't like pony on pony action or have problem with girl with penis! You have been warned!
1. Chapter 1

**Warning: This story have futanari and sex scene. You have a warned!**

Chapter 1

In the underground cave underneath of the Evergreen forest, Rarity was searching for more gems for her boutique. After a hour, She found a lot of gems, like rudy, sapphire, topaz, jades, and emerald! Before Rarity about to leaving, in the corner of her eyes spotted a shiny purple gem in the wall!

Rarity: Oh my Celestia! That is the most beautiful gem I ever seen! It match with my mane too.

Rarity decided grabs the gem out of the wall and decided to turn it into a beautiful necklace! She went to the jewelry store so the keeper can turn it into a necklace! After the necklace was made, she went home, she make some new dresses for hours. Rarity was tired after a day of hard work, she took a shower, and she went to bed. She places her necklace on the desk next to her bed, and gonna to sleep!

At the middle of the night, Rarity's necklace start to glow, after a moment a orb that pop out of the necklace went into Rarity's head! And Rarity was glowing in her sleep!

Rarity: Mmmmh!

In Rarity's Mindscape, Rarity was alone, she has no idea going on, Rarity was unaware that she is in her own mind, then suddenly she appear being on a stage. The lights turn on and she sees a lot of ponies staring at her, but Rarity realized that she was completed naked on stage, showing her cock. She uses her hand to cover herself up!

Rarity: Oh no, I'm on this stage! Everypony saw my dick and I can't show my face to anyone ever again!

Then, suddenly a purple orb appears out of nowhere next to her. The orb transform itself into Rarity with dark purple fur, purple mare with white stripes, wearing a purple dress with stars all over it and she has a huge cock stick out of her dress!

Rarity: Who are you and why do look just like me?

?: That didn't matter right now!

The dark figure snaps her finger ,then Rarity's arm was restrained and moved behind her back as well as her legs was restrained too while she still standing up. The figure walks up to her and put her hand on Rarity's cock that was halfway fully erect! The figure strokes Rarity's dick slowly causing Rarity to start moaning, she tries her best to not moan in front of everybody!

The figure noticed Rarity tries to not to moan, so she rubs even faster than before causing Rarity's cock to become fully erect! She rub faster for every second! Rarity was moaning loudly and she have reached her climax!

Rarity: Please, don't make shot my load front of everypony, please I beg you!

?: How about ... No!

The figure don't care what Rarity want, she continues stroking her, until Rarity finally blown her load across the stage and cover everybody with it, the crowd staring laughing at her seeing how easy to make her cum and some of them are licking her cum!

Rarity: What do you want, you already embarrassed me in front of everybody! What else you want from me?

?: I want fuck your body!

Rarity: What?! No, you can't do that not in front of the crowd!

?: When that too bad then!

The figure walk behind and shoved her cock into Rarity's pussy! Rarity had screamed at unwanted penetration, but was unable to do anything about it in her restrained state.

Rarity: No! Please I don't want to be pregnant!

?: Shut up!

The figure snaps her finger creating a ball gag that went to Rarity's mouth, so she can shut her up! The figure snaps again, creating a clone of herself, the clone stand in front of Rarity and start sucking on her cock! The figure went back ramming his pussy!

After an hour pounding her pussy and her clone sucking on Rarity's cock, Both of them has reached their climax. The figure pulled out for a moment and pushed back for one last thrust! The figure and Rarity have blown their load, the figure cum fill up in Rarity's pussy while the clone was swallowing all of Rarity's cum! The figure finally pulled out of her and letting her cum spill out of Rarity on to the stage!

She snaps her fingers making the clone disappear and the figure released Rarity's restrain as Rarity fell onto the floor on her back while Rarity was unconscious, her cock was still fully erect. The figure towards the unconscious unicorn on the floor, she has stand over her as she puts her ass into Rarity's dick, she start to thrust up and down as Rarity start to moan. After a few minutes, the figure pulls up getting ready for one last thrust, then slammed down onto Rarity's cock causing the unconscious unicorn to cum again!

The figure was laughing as the unconscious Rarity was starting to fade away as well as the stage and the crowd has disappear! The world around them has starting fade and everything turn black!

Rarity have wake up, she look at bed that was cover with cum, she got up and walk to a mirror looking at her own reflecting! She wear a black bra and black panties with a cock sticking out, pull a sexy pose and start to laughing!

Rarity: Her body is now, mine! I will has my revenge soon! *laughing*

The mysterious figure has take over Rarity's mind and body. Now, she have a evil plans very soon!


	2. Chapter 2

Chapter 2

In morning, Rarity uses her magic to clean her bed that was cover with her cum, then she get dress. She wearing a white shirt with black t-shirt, black skirt, and black heels after that she make breakfast for herself! She having pancake and milk,

Suddenly, It was a knock at her door and Rarity opened her door, and see a yellow pegasus in front her. The pegasus was Fluttershy, she wearing a green sweater, blue pants and pink sandals.

Fluttershy: Hello, Rarity.

Rarity: Hello, Fluttershy why are here?

Fluttershy: I'm to help you with her new dress, remember!

Rarity: Oh yes, Fluttershy come in let get ready!

Rarity let in Fluttershy inside of her boutique, and ready for that dress, her new dress was green sparky long dress. Rairty was measuring while Fluttershy wearing the dress for her. Rarity walk over towards her dresser, she look back little seeing Fluttershy was staring at her ass and she smile. Then, Rarity bend over on purpose pretending to get something at the dresser, Fluttershy start to blush after seeing her panties.

Fluttershy: Oh my!

Then, suddenly Fluttershy's dick was rise up causing a tear into Rarity's new dress and making a big hole through her dress! Rarity turn around saw her dress have a hole through it!

Fluttershy: Oh no, I'm so sorry, Rarity. I rips your new dress!

Rarity: Don't worry, It's okay I can fix it later, but first we take care that boner!

Fluttershy: You don't have to do that! I can do it myself!

Rarity: Oh no, darling we are friends after all and friends help each other even if we have to fuck each other time to time to make us feel better!

Fluttershy think about it for a moment and she decided to take her offer!

Fluttershy: Okay, Rarity go right ahead!

Rarity: Okay, but I will do something first!

Rarity went to the front of her boutique to close her windows and put a closed sign on her door! Then, She walk back towards Fluttershy, she grabs Fluttershy's dick and start sucking on!

Fluttershy: Ooooooh myyyyy, Rarity your mouth feel so good!

Rarity bobbing her head back and front, her mouth felt amazing on Fluttershy's cock! Fluttershy was drooling during her friend sucking her off! After 5 minutes has pass, Fluttershy is close to her climax and Rarity knew it! Rarity start rubbing Fluttershy's balls while still sucking on her cock. Fluttershy is about to blow her load, at that last moment Rarity pull out, and she squeezes her balls little causing Fluttershy to shot her load, but Rarity move her head out of the way. While Fluttershy was distracted in her own pleasure, Rarity took that chance to knock her out with magic, Fluttershy fell back on her floor and she is now, unconscious!

Rarity walk over the unconscious pegasus and she took out her own dick. She ramming her cock into Fluttershy's pussy while she giving Fluttershy's cock a boobjob at same time! Rarity move her body violently giving her friend a boobjob and fucking her pussy in same time, after 10 minutes, Rarity has blown her load inside of Fluttershy and Fluttershy have blown her load on Rarity's tits. Rarity lick all cum on her breasts!

Fluttershy is wake-up, she got up, she was looking at Rarity and start to rubs her own huge breasts and big dick!

Fluttershy: Her body is so beautiful to have!

The mysterious entity have take over Fluttershy's mind and body.

Fluuershy: Soon, we will takes control the other!

Rarity: But, for now we will wait!

Fluttershy: Agree! I be going now!

Fluttershy has left Rarity boutique, while Rarity go back to fix her dress and make other dress for the rest of day! Fluttershy walk back to her home!

While Fluttershy open her door to her house, she suddenly got hit in the head by a empty bowl, she look at her floor and see her pet bunny, Angel. He was tapping his foot demands food for him, but Fluttershy wasn't having it, she give a angry face at him, Angel face turn into fear after seeing Fluttershy's angry face, he tries to run away ,but she give him the stare. He was unable move and his mind was blank, then Fluttershy pick him up and carry him to her room! Fluttershy place Angel on top of bed!

Fluttershy: So you're hungry right? Okay I'll feed you, now open your mouth!

Angel has willingness open mouth without resistance. Fluttershy grabs her dick and start to rubbing it, a minute has pass, then she shot her cum into Angel's mouth!

Fluttershy: Now, swallow it!

Angel is swallowing all of Fluttershy's cum in his mouth. Then, Fluttershy uses her stare again to make Angel to forget everything just happen. Fluttershy look at her mirror in her room and seeing her own reflect, her eye glows blue for a seconds!

Fluttershy: Soon, I will get my revenge!


	3. Chapter 3

**Chapter 3**

In the morning, Fluttershy gonna to Sweet Apple Arces to see Applejack. Fluttershy want to help her and take control of Applejack!

After arriving, she see a orange pony bucking a apple tree. She have orange fur, green eyes, yellow mare, and have freckles. She wearing a brown hat, red shirt, blue jeans, and she wears brown cowboy boots. The orange pony was Applejack!

Fluttershy: Hi Applejack

Applejack turn her head and see Fluttershy behind her gate!

Applejack: Oh hi Fluttershy, what you doing here.

Fluttershy: I have nothing better to do so I went to see you if you want some help with anything!

Applejack : Well yeah I do! I need you grind some apple to make into apple juice so we can make some apple cider next week!

Flutterahy: Okay.

Fluttershy helped by grinding apples into apple juice whioe Applejack is bucking some apple trees. Applejack has buck some many apple trees that she have fill with over 100 buckets of apples, but it too much to make apple cider that Applejack need more help by asking Big Mac and Applebloom. The four of them together start working on grinding the apple into apple cider, after hours of working they has finish it and the sun have set!

Big mac and Applebloom gonna to their house while Applejack and Fluttershy are relaxing at the barn.

Applejack: Oh man, that was so much work, but we finished!

Fluttershy: Yeah, I feel great by helping you, Applejack!

Applejack: You know what let has a toast!

Applejack grabs two cider in her hands, she give one cider to Fluttershy and they sit having a toast!

Applejack: By thanking you I give you the first cider before everybody else!

Fluttershy: Oh thank you, Applejack. That kind of you!

Applejack and Fluttershy have drink their cider as Applejack look away, Fluttershy start to change. Her eyes turn red, grows four fang in her mouth, her feathers wings turn into bat wings, her hair become messy, and her ears become pointy!

As Applejack turn back around and see not Fluttershy but a bat pony known as Flutterbat. Before Applejack can do anything, Flutterbat bound on her, she knock her on a pile of hay, Flutterbat pin Applejack, she tries to struggle, but Flutterbat was stronger than her, then Flutterbat grabs applejack's pants and ripped it off of her, revealing her huge dick in front of Flutterbat.

Applejack: Roll there, Fluttershy we know my dick look delicious but please don't bite it!

Her friend grinned then opened her mouth, revealing four surprisingly pointed teeth. After seeing Applejack closed her eyes fearing what will happen next, if she going to drink her blood from her cock!

Applejack: Noooo, don't do it!

She had lowered her head, extended her tongue, and plunged it into Applejack's cock. The farm pony's eyes went wide and her cheeks flushed red in fear and confusion, having no idea what was coming over Fluttershy. Flutterbat starts sucking and licking all over Applejack's cock, she waste no time making her friend to moans!

Applejack: Oooooohhhhh!

The blowjob that Applejack received was overwhelming her, it was the best blowjob she ever have! Flutterbat's tongue reach to AJ's balls and starts licking them while she still sucking her cock! After 5 minutes Applejack reached her limit and ready to blow her load, Flutterbat thrust her head down hard one more time causing Applejack to blown her load into her friend's mouth then Flutterbat pull out from her cock and swallow Applejack's cum.

While Flutterbat was busy licking off cum from her lips, Applejack took that opportunity to run towards the barn doors to tries get help. She run towardsthe door, but Flutterbat see that Applejack tries to escape, she chase after her. Applejack was almost to the door, then Rarity walk through the doors seeing Applejack running in front of her!

Applejack: Rarity, run away! Fluttershy is a bat pony again!

Rarity: Don't worry about that!

Rarity use her magic to pick up some ropes and use it tie-up Applejack's arms and legs!

Applejack: Rarity, what are you doing, its no time for gam...

Rarity put a ballgag in Applejack's mouth before she finished her sentence! The farm pony's eyes went wide as she see that Rarity and Flutterbat are next each other like they are working together!

Rarity: Sorry, Applejack but your friends Rarity and Fluttershy are not here anymore!

Flutterbat: We have takes over their bodys and minds forever and now it's your turn!

Applejack's eyes was showing despair as knowing her two friends are gone! Rarity and Flutterbat pull out their dicks, Rarity went behind Applejack and shoved her cock into her ass while Flutterbat thrust her cock into Applejack's pussy. The both of them starts thrusting into Applejack's pussy and ass at a fast rhythm pace, while one will pull out the other will push in. Flutterbat giving Applejack a boobjob while fucking her pussy!

After 10 minutes, All three of them have finally blown their load at same time. Then, Rarity and Flutterbat pull out, letting Applejack fall to ground. Flutterbat reverted back to her normal form. After an minutes, Applejack has wake-up, she stood up and look at Rarity and Fluttershy!

Applejack: Applejack is our now, girls!

The mysterious entity have take control of Applejack too, just like the other!

Rarity: Yes!

Fluttershy: Soon we will get the other and go to our next phase of our plan!

All three of them laughs as the moon rise up. Applejack went back to her home as well as the other! Who will be next!


	4. Chapter 4

**Chapter 4**

In the morning, Applejack was bucking apple trees in the morning! After few hours, Applejack was about to bucks the last apple tree, until she hears snoring!

Applejack: Huh? Who is snoring?

Applejack starts looking around for the snoring is coming from, then she look up and see that a sleeping rainbow pegasus is on her apple tree. She wearing a black workout top, black sweatpants with white stirps, and red sneakers. Applejack know who is she, it was Rainbow Dash.

Applejack: Really, Dashie sleeping on my tree! Hey, wake-up dashie get off my tree!

Rainbow Dash refuse to wake-up or listen to Applejack neither! Then, Applejack just has a idea she pull back leg and kick the tree as hard as she can! That kick shakes the tree making one of the apple to fall and landed direct onto Rainbow Dash's crotch and she scream in pain!

Rainbow Dash: Ahhhhh! Ow!

Rainbow Dash have fall off the tree and hit the ground right next to Applejack. Rainbow Dash grabs her crotch that were hurt at!

Applejack: Oh now you are wake-up!

Rainbow dash: Hey, Why do you do that for!

Applejack: Because I am in the center of bucking trees but you are the way!

Rainbow Dash: Don't mean you can hurt my balls!

Applejack: *Sigh* Fine about this I give you some apple cider for hurting you!

Rainbow Dash just have very happy expression after hearing that.

Raindow Dash: Oh right! That sound great to me!

Applejack: Okay, calm down follower me, Dashie!

Applejack and Rainbow Dash gonna to her barn to drink some cider! Applejack grabs a glass of cider, she give it to Rainbow Dash she have waste no time to gulp it down! After she finish her first glass, she demand more cider Applejack just sigh and give her another cider!

After two hours, Rainbow Dash was completely drunk after drinking 15 cider in a row, she starts walking about the barn, she been lost her balance somerime and tripping over some haystack!

Rainbow Dash: H...Hey Applejack!

Applejack: What?

Rainbow Dash: L.. play a g..game! You can pick the game!

Applejack think about it and she make her choice!

Applejack: Alright Rainbow Dash, Let play who can last the longest without cumming!

Rainbow Dash: O..okay then let go!

Rainbow Dash have took off all of her clothes, showing her blue cock and lying down on the pile of hay! Applejack walks toward to her drunk friend and she was about to suck her dick until she hears the barn's door open!

Applejack turn around and see a pink pony has through the door. The pink pony is wearing a white shirt with blue vest, pink skirt, and blue and white boots. She looks very excited what are they doing!

Pinkie Pie: Hey Applejack and Rainbow Dash what you guys doing that look like fun!

Applejack: Oh hey Pinkie Pie, we just going to play a fun game. What you doing here?

Pinkie Pie: I was just looking for Rainbow Dash to ask if she want to hang out woth my sister Maud, but I see two are playing a fun game!

Rainbow Dash: Y..Yeah, come on Pinkie come play with us!

Applejack: Yeah, can you help us with it!

Pinkie Pie: Okay!

Pinkie moves towards Rainbow Dash, she took Raindow Dash's cock in her mouth and started to suck, she took Applejack's in her hand and started to stroke it.

Rainbow Dash moaned as the pinkie slide her tongue all over her dick. Applejack moaned as Pinkie stocked her cock, she handled it just the right way it felt so good. Pinkie pulled off Rainbow's cock and pushed AJ's into her mouth, the started to stroke on Rainbow's dick. Lilithmon cooed and shiver as the angel gripped her cock firmly yet gently.

Applejack: That's felt good!

Pinkie looked up at Applejack, and grinned as she sucked on Applejack's cock and stroked Rainbow's faster. Rainbow Dash grinned and shiver in pleasure and excitement… she was so close!

Pinkie switched cock again, just as Applejack moaned and came all over her face, Pinkie turned her mouth back to caught as much as she could, she swallowed the sweet nectar her friend gave her. She licked her lips and cleaned AJ's cock… then she turned her head back to Rainbow's and started to suck as she gently stroking Applejack's cock.

Rainbow dash could wait, she grabbed the Pinkie's head and quickly made her suck, making her suck harder, faster and deeper. Rainbow's wings started to flutter, her eyes rolled, her body shook… she came into Pinkie mouth, forcing her to swallow all of the white sperm in her mouth, then Rainbow have pulled out with a loud pop sound and she fell on the ground with happy smile!

Rainbow Dash: Oh yes, I has won!

Applejack: Look like I lose!

Pinkie is licking off the cum in her lips!

Pinkie: Hmmm! Juicy! Oh wait I forgot Maud is waiting for me with Rainbow!

Applejack has a good idea!

Applejack: Don't worry Pinkie just bring Maud here that way all four of us can have some fun!

Pinkie: That a great idea, Applejack I get her right now! I'll be right back!

Pinkie ran off to get Maud while Applejack and Rainbow are left alone at the barn! Applejack look around outside the barn to make sure that no one around to disturb them!

Rainbow Dash: Wow, that was amazing, I can't wait for Pinkie to bring Maud It will be awesome! Let us rest until Pinkie get back!

Applejack: Yeah about that!

Rainbow Dash: Huh? Why you said that?

Applejack grabs ropes and she lasso Rainbow Dash as she starts tying her arms and wings together!

Rainbow Dash: Hey, what are you doing Applejack!

Applejack: Sorry Rainbow but we finally have our alone time and I'm not wasting it! Now, Shut up!

Applejack have tie-up Rainbow's mouth to make her quiet! Applejack grabs Rainbow's legs pulling them away to expose her pussy, she rub her cock against Rainbow's pussy to tease her little, Rainbow was moaned as Applejack is teasing her, then she finally rammed her cock into Rainbow's pussy!

Applejack: Wow, Rainbow your pussy feel great!

Applejack starts to thrust her, Rainbow was felling helpless as her best friend is pounding her pussy! Rainbow tries to break free her restrains, but she unable to break free, Applejack notices that Rainbow dash is tries to free herself!

Applejack: Hey now don't struggle you will hurt yourself! Let me you make feel good!

Applejack starts licking on Rainbow's balls, she licks up towards the tip of her dick giving a kiss, then she starts sucking on her cock, Applejack mouth was not as good as Pinkie but its not too bad at all! Applejack was still thrusting Rainbow's pussy while also sucking her cock!

After few minutes, Applejack can feel Rainbow's cock is twitching so she stops sucking her cock and begin to thrusts harder and harder getting closer to her climax, then Applejack grabs Rainbow picking her up over herself!

Applejack: Get ready!

As she said that, Applejack slammed down Rainbow Dash into her cock with all of her might as she fires her massive load into Rainbow inside! Rainbow's eyes roll up as her eyes start glowing for a second then fade away, the pleasure is overwhelming her body, Applejack has let go of Rainbow Dash letting slide off her cock and fall on the ground as her pussy shot off Applejack's cum on the floor and she was unconscious!

After a few moments Applejack begin to clean up everything before Pinkie get back, then Applejack notice that Rainbow's cock is still full erect and was ready to her blow her load, so she put a ring on the base of her cock! Applejack pick up the unconscious pegasus and place on her haystack!

10 minutes later, Pinkie came back with Maud, they see that Applejack is sitting next to Rainbow and Rainbow Dash is sleeping on top of that haystack!

Pinke: Hey Applejack, why is Rainbow dash sleeping?

Applejack: Rainbow Dash was tired, so she decide to take a nap, but she said that when you get here just go ahead rides her cock while she sleep!

Pinkie: Okay! Maud you play with Applejack while I have fun with Rainbow Dash!

Maud: ...Ok!

Pinkie took off her clothes, she ran towards Rainbow and jump on her, riding on her cock while Applejack moves towards Maud! She see that Maud is wearing a long purple dress, black stocking, and black heels! Maud have removes clothes exposing her large breasts and extremely large hard member,Applejack was amazed by the sight of it!

Applejack: Wow, that's huge!

Maud's cock was bigger than Big Mac, Applejack leaning down so she was level with Maud's member and running her tongue up its length slowly. Very slowly. Slow enough to be more to teasing than pleasure.

Maud grunted uncomfortably. Applejack suppressed the urge to giggle as Wave tensed up in anticipation. Applejack reached the tip and traced around it with her tongue. When, and only when, Applejack was certain Maud couldn't take anymore, she took her head into her mouth.

Maud resisted the urge to grab Applejack's head and force her to take more, wanting to see what the Applejack would do by herself.

Applejack began bobbing her head up and down. Slowly at first, as Applejack wanted to see how long Maud could last before losing it. Then she started picking up speed when the teasing started getting on her nerves to.

Within a few minutes Applejack was deep-throating the gray pony, who was doing everything she could to hold heself back from cumming. Applekjack took Maud down to the hilt, humming around it to try and make Maud cum.

Her attempts were successful, and Applejack was rewarded with a mouthful of hot seed. Applejack looked up at Maud, opening her mouth and letting Maud see her cum coating Applejack's tongue. The sight had Maud fully erect again in only moments.

Applejack was satisfied that it had worked, swallowed and rolled onto her fours, raising her ass sensually. Maud lined herself up to Applejack, she ramming into Applejack.

Applejack let out a pleasured yelp as Maud worked her way inside. Maud gripped Applejack's rear, squeezing it and relishing how soft it was drove her wild.

Maud listened to Applejack's loud moans as she fucked her! Maud leaned down, massaging Applejack's breasts make her moans louder, Applejack was overwhelm the feeling of her ass being pounded that causing her to grabs her own cock and starts rubbing it! Maud was getting very closer to her climax, so she starts pumping even harder and faster than before!

After a minute, Maud and Applejack have fires their load at same time, Maud is filling Applejack inside with her cum as Applejack shooting her cum on the floor! After that Maud lied down on the floor having sweat all cover her body while Applejack move forward letting Maud's cock slip away of her!

Applejack turn around seeing that Pinkie is still riding the unconscious Rainbow Dash's cock and Maud is panting on the ground! Applejack have smile at the fact that Pinkie is very distracted, so she took that opportunity to have fun with Maud! She stood up, walked over and forced Maud down, placing her member between Maud's tits and squeezing them around her shaft. She began thrusting between them, Maud sucking her tip to help her cum faster.

Applejack moaned, unable to withstand Maud's soft breasts for very long; they were essentially undefeatable. Applejack released a load of hot cum onto Maud's face, Maud starts lick some of the delicious cream off her face, and swallowing it!

Applejack lifted Maud by her hips and slammed her down hard onto her member, moaning at how tight Maud's beautiful ass was! Maud is loving Applejack's cock inside her, moaning in pleasure. Applejack kept bouncing her on her cock until she reached her climax, Applejack lifted Maud again, she slammed her down as hard as she can, she unleash her load inside of Maud, then Maud's eye is glowing but fade away after a minute! Applejack have let go of Maud fell down as she has fainted on the floor!

Applejack turn her head seeing that Pinkie is still bouncing on Rainbow Dash as Rainbow's dick have already pass it limit to cum, but still stop then ring on her! Applejack see Pinkie's anus is expose, she lick her lips as she runs towards Pinkie and Rainbow Dash, she slammed her cock into Pinkie tight ass! Pinkie turn her head around seeing that Applejack has thrust her dick in her ass cheeks!

Pinkie: Hwoooh! Damn Applejack you have a big dick!

Applejack starts slamming her cock into Pinkie's rear while Pinkie is still bouncing on Rainbow Dash's member! Applejack was close to reached her climax, she grabs the ring that was on Rainbow's cock and remove it causing Rainbow to fires her load in Pinkie! Pinkie's eye rolled up as pleasure flows through her body, then suddenly Applejack lifted Pinkie by her hips and place her on the floor! Applejack starts thrusting inside even faster and harder than before!

Applejack has unleash her load inside of Pinkie's ass, she pulled out her cock out of her as the cum spilled out of her ass! After 5 minutes, Rainbow dash and Pinkie have wake-up, they got up and look at other each, then looking at Applejack who is sitting down, they was laughing as they plan was success!

Rainbow Dash: Now, we have Rainbow Dash and Pinkie bodies, it is time to get Twilight very soon!

Pinkie: Yeah, but it is time make our leave it's already night time!

Applejack: You guys go I clean up here!

Rainbow Dash went home while Pinkie takes her sister to her home too, and Applejack is clean all cum on her floor before her family find out!


	5. Chapter 5

In the next morning, Rarity walks toward the Evergreen forest to visit Zecora for a special potion! She put a protecting spell on herself so nothing can hurt her or touch her! Rarity come a cross a stun flower that can make anypony unable to move or talk, she had a ideas to use for! Rarity pick it up with her magic and put it inside her bag!

Rarity been walking for 10 minutes untill she had finally reach the hut that house the zebra that might be able to help him with his problems. She walks right up to the front door and knocks on the door, and after a few minutes, she answered it.

Zecora: I'm coming!

Zecora opened her door and see Rarity at her door!

Zecora: Oh Rarity its good to see you again!

Rarity: You too, Zecora!

Zecora let in Rarity inside her home.

Zecora: So Rarity Why are you here?

Rarity: Yeah, Twilight wanted a speical magic suppression potion!

Zecora: Why Twilight need it for?

Rarity: She want to try a new spell, but she said it might make her magic goes crazy, so she need it just in case if something goes wrong!

Zecora: Hmm. Okay that make sense!

Zecora reached her shelf looking for the potion, she found it and handed over to Rarity!

Zecora: Here you go!

Rarity grabs the potion from Zecora's hand!

Rarity: Thank you, Zecora! Oh yeah I have something to show you!

Zecora: Oh really then show me!

Rarity pull out the plant from her bag and show it to Zecora.

Zecora: Wait, is that...

Before Zecora has a chance to finish her sentence, the plant spray her in the face. Zecora was completely paralyzed and Rarity is laughing!

Rarity: Sorry Zecora, but I'm taking no chance for you to telling Twilight about the potion. But don't worry I will have fun with you!

Rarity grabs Zecora's lolicloth and she rips it off of zebra, revealing her long gray dick and Rarity lick her lips by the sight of Zecora's cock!

Rarity: That look delicious!

Rarity leaned forward toward Zecora's crotch and starts sucking on her dick as Zecora begins to moaned as she was helpless against Rarity sucking her off! Rarity go between fast and slow pace for every minutes pass, making Zecora closer to climax.

After 5 minutes Zecora is ready to blow her load, so Rarity decided to switch from a blowjob into a boobjob, she rubs her breasts against Zecora's cock up and down pace as fast as possible, then Zecora released her load onto Rarity's breasts, covering them with her cum and Rarity licks the remain cum on Zecora's cock!

Rarity: Hmmm! Zebra cum taste good! Sorry, I wish I can fuck you right now, but I need to get Twilight first! So, I must make my leave, but don't worry I left you with company!

Rarity use her magic to make the plant bigger, the plant use it vines to wrapped around Zecora's body to make sure she can't escape after the effect wear off, a flower pod leaned forward at Zecora's dick and starts sucking her dick!

Zecora: Ohhhhh! Ahhhhh!

Rarity: Okay I'm leaving now, I be back for you later, bye-bye!

Rarity left Zecora's hut leaving Zecora being fucked by a giant plant!


	6. Chapter 6

**Chapter 6**

Rarity, Fluttershy, Applejack, Rainbow dash, and Pinkie pie all going to Twilight's castle to take her too! They all have arrived at her castle and they knocked on the door waited for someone to answer! In a few seconds the door opened up and Spike is who has open it!

Spike: Oh hey guys you here to see Twilight!

All: Yes!

They walks in through the door except for Rarity!

Spike: Ah! Rarity are you coming in?

Rarity: Well, Spike I need to talk to you about something while in your room!

Spike: Oh okay, Rarity!

Rarity and Spike are going to Spike's room!

Spike: Okay we are here

Rarity: It's about you!

Rarity pushed Spike to his bed and she leaned colser to him!

Spike: Ahmm! Rarity... what are you doing?

Rarity: Come on ,Spike I know you want to fuck my body do you?

Spike: I..I..I

Spike can feel his shaft pushing his pants and Rarity see that!

Rarity: Don't worry, I care of that!

Rariry pull down his pants show his cock and she was sucking on it!

Spike: Ohhhh!

Rarity bobbing her head up and down making Spike moans, he felt helpless as Rarity sucking his dragon cock! Spike feel reaching his climax and about to blow!

Spike: R-rarity.. I..g-going..t-to...cum!

Spike had unleash his load into Rarity mouth as the dragon pass out from pleasure and Rarity swallowed all his cum!

Rarity: Good dragon! Sleep tight.

Rarity got Spike out of the way, so she closed the door from herself and join the rest woth Twilight! She see that everybody is sitting at the cutie mark map room.

Twilight: Oh Rarity! There you are, where's Spike!

Rarity: Oh he say that he going to take a nap!

Twilight: Oh okay then! Anyway the girls tell me that you have something special for me!

Rarity: Well, yes I do!

Rarity have handed over a purple bottle to Twilight!

Twilight: What's this? I never see a bottle like this before!

Rarity: It is a speical drink that can increased your magic and also give you more energy!

Twilight: Wow, really that sound very interesting!

Rarity: What you waiting for? Give it a try, Twilight!

Twilight: Okay!

Twilight have opened the cap of the bottle, she drank the whole bottle down.

Twilight: Hmm! It's taste like grape!

Rarity: How do you feel?

Twilight: I felt something different but not as energetic as then I though!

Rarity: Don't worry daring! I have something else in mind!

Rarity walks towards Twilight and move behind her!

Twilight: Ummm! Rarity, what are you doi..Ohhhh!

Rarity grabbed on Twilight's throbbing cock giving her handjob. Rarity move her hand so fast that Twilight is already close to her climax and Twilight was feeling so good that she unable to stop Rarity's handjob!

Twilight: OOH! OHHH! YES!

Twilight have unloaded her cum all over the cutie mark map painting it completely white! Rarity let go of Twilight's limp member!

Twilight: *pant* O-Oh great *pant* Rarity! Look at you make me do! I have to clean this up!

Twilight tries to uses her magic to get a towel, but nothing happen!

Twilight: Huh!? What going on? Why can't I use my magic?

Rarity: Oh that is because that potion had block your magic!

Twilight: W-What!? Why you make me drink it?

Rarity: Well, because... your friends is not here anymore!

Twilight: Wait, what!?

Rarity and the other look at the confused Twilight with their eyes is glowing showing the entity is control them!

Twilight: W-W-What! You guys are Changeling?

Rarity: Oh no we are not changeling!

Fluttershy: We just take over your friends's bodies and mind!

Applejack: It's felt good with these bodies!

Rainbow Dash: And now its time to take your body too, Twilight!

Twilight: T-Then, who are you?

Pinkie: That is not important right now!

Rarity grab on Twilight's arm keeping her in placewhile the other ponys approach towards her. Twilight have manage get Rarity off of herself, but she know that she can't uses her magic to teleported or a defense herself, so she use her wings to fly away from them, but Fluttershy and Dash fly up towards her. They block her track to prevent her from escape!

Applejack: You going nowhere, Twilight!

Applejack pulled out her lasso to wrapped on Twilight's leg and pulled her down with all her might!

Twilight: Ahhhhh!

Twilight was slammed down towards the floor really hard! Before she had a chance to get up Fluttershy and Dash went back to the floor, they pinning down Twilight's wing so she can't fly away again!

Twilight: Let go of us! You evil body stealer!

Twilight look up seeing that her rest of her friends are standing over her! She is afraid what they going to do to her!

Twilight: W-What you guys going to do to me!?

Rarity: You will see soon!

Rarity thrust her cock into wet pussy with no hesitation. She thrust her hip back amd front at a fast pace while Applejack and Pinkie started to mastubration with their cock in front of the helpless alicorn. Twilight tries not to moans, but Rarity is pounding her pussy making it harder to not to moan in front of them. In a few moment, Rarity have unload her cum inside of the purple alicorn pussy, Twilight felt relief for a moment, but it was short live until she felt a another cock shoved inside her again, it was Applejack is now fucking Twilight's pussy.

Twilight turned her head seeing that Pinkie is cleaning Rarity's cum covered cock with her mouth tasting all of her leftover cum while Applejack is pounding her already cum filled pussy! Twilight minds is slowly fading away as the entity's cum is taking control of her mind and body, but Twilight don't have strength to resist it power!

Suddenly Applejack finally released her load inside of her, as she pulled out her cock out of the alicorn, Rainbow Dash take her turn by putting into Twilight's ass and then Fluttershy want to take her turn too, so she shoved her cock into Twilight's mouth. The both of them begin thrusting her both of Twilight's holes at the same time!

Pinkie: Hey! I want to play with her too!

Pinkie got on Twilight's belly, she place her cock on the alicorn's soft breasts and started rammed her breasts. All three of them are now pounding Twilight like no tomorrow! Rainbow Dash is thrusting faster than the other, Fluttershy keep on pull out her cock letting Twilight a chance to get air before she shover her shaft back in her mouth and Pinkie is enjoying playing with her breasts covering them with her pre-cum!

Rarity: Okay, girls hurry up we need get this done, anyone start to look for us!

Dash, Fluttershy, and Pinkie: Okay!

All three of them give one last hard thurst before they cummed at the same time, unloaded their cum all over Twilight's body, then all of them pulled out of Twilight. She was already knocked out on the floor.

Rarity: Okay, Applejack I want you pick up Twilight on your shoulder!

Applejack: Alright, Rarity!

As Applejack grabs Twilight and put the unconscious alicorn on her shoulder, Rarity tell the rest of them to clean up this room before anyone see this mess! In a few minutes the map room is completely spotless with no leftover cum in sight!

Rarity: Alright girls! It's time to go to the Evergreen forest!

Everybody: Yes, Ma'am!


	7. Chapter 7

In the Evergreen, the mane six travel through the forest with a still unconscious Twilight on Applejack's shoulder. They walks through to get a special place that located near the castle of the two sister known as the tree of harmony.

Rarity: Already girls, after Twilight wake up we will use the elements of harmony!

All: Yes, ma'am!

After an hour, they finally arrived at the cave where the tree of harmony located at the cave. Shortly, after Twilight had wake up on Applejack's shoulder, she put hr down letting her stand!

Rarity: Is everything good?

Twilight: Oh yes!

Rarity: Good! Now, we have all the bearer of elements, its time to start the plan!

They walks inside the cave and see the tree of harmony in the far end.

Rarity: There it is! The tree of harmony, Twilight grabs the elements!

Twilight: Okay!

Twilight uses her magic to pulled out the elements out of the tree and give them to each of the group!

Rarity: Element of generosity.

Fluttershy: Element of kindness.

Applejack: Elememt of honesty.

Rainbow Dash: Element of loyalty.

Pinkie: Element of laughter.

Twilight: And element of magic!

Rarity: It's time to use the spell! That we can get our new body!

All: Yes, ma'am!

They formed a circle in the center ready to use the elements of harmony. The elements started to glow, lighting up the whole cave with bright color lights. A rainbow beam of magic came off the elements, it circling around the six mares, the rainbow magic went up towards the ceiling and then it went down hitting all of them making a big flash of rainbow colors light in the cave!

After few seconds, the light faded away the six pony are gone replaced by a white fur alicorn with rainbow hair standing next to the tree of harmony! The mysterious alicorn opened her eyes looking all over her body and seeing the elements on the ground, but the elements have turned black!

Bliss: Hahaha! I did it! I have new body now!

Her name is Starbliss but she also being called Bliss, she is white alicorn. She has a white coat and wings, her mane & tail is striped of red, purple, blue, yellow, orange and white, her eyes are light blue with yellow eyeshadow. She wearing a gray translucent top, gray long loincloth skirt,and wears gloden low-heeled sandals. She also has a 6 six-pointed stars with different color cutie mark.

She is a fusion form of the bearer of elements, she absorbed all the magic within the elements and added it to her own magic! She turned towards the tree and reached out her hand!

Bliss: As for the tree!

When she did that the magic from the tree of harmony flowed out of it and transfer into her body. A few moment later, all the magic from the tree was remove, the tree of harmony turn completely black, then shatter into pieces on the ground!

Bliss: Hahaha! Yes, all the magic of tree is mine now! No one can't stop me not even Celestia or Luna!

Then, sudden she have sense anyone in the evergreen forest and they are nearby the area.

Bliss: Hah! Look like I can finally test my new body on somepony!

Bliss uses her wings to fly towards the unexpected pony in the forest!


	8. Chapter 8

Somewhere in the Evergreen forest near the center of the forest, Bliss can sensed someone in the Evergreen and they are alone too! She landed nearby the area and walks towards the center, when she got there Bliss hid behind the bushes and seeing a black pony like creature. She looks like a pony with a twisted and gnarled unicorn horn, a pair of insectoid wings, and stands almost as tall as Princess Celestia herself. She has black skin, a sharp pair of fangs, her breasts is pair of G-cup, dark green eyes with vertical, dragon-like pupils and no visible cutie mark. Interestingly, her eyes have a double pupil: a vertical, dragon-like one within a normal round one. She has a teal mane and a tail, and also seems to have a greenish saddle, bluish-green rib plate, and a small, black crown tipped with blue circles and her limbs are extremely skinny. She wears long light green dress, dark green stocking, and dark green high heels!

Chrysalis: These ponies will pay for stealing my kingdom even that pity pony, Starlight!

Bliss: *whisper* Starlight Glimmer, I forget about her I will see her soon!

Bliss just remember who is she! She is a changeling and her name is Chrysalis the she is the former queen of the changeling! It seems that she was hiding in the Evergreen forest after losing her changeling kingdom.

Chrysalis: They will pay! you will see, you all will see! Hahaha!

It seem that Chrysalis has gone a little crazy after being alone in the forest for awhile! She is talking to herself while nopony is around to hear her!

Bliss: *whisper* Don't worry my little changeling you will not be alone anymore!

Bliss uses her magic to turn her wings invisible that way Chrysalis will think that she is a unicorn, she aslo make her cock invisible too, then she make herself look shorter and younger to make it easy to trick the former changeling queen! Bliss change her clothes, she wearing pink bikini, blue shorts, and pink flip-flops. She walks out the bushes and moves towards the unexpected changeling while she is still talking to herself!

Bliss: Excuse me, ma'am!

Chrysalis: Huh?

Chrysalis turned around seeing a young white mares approach her!

Chrysalis: Who are you and why are in this forest!

Bliss: My name is Starflakes and I am lost! Can you tell the direction towards ponyville?

Chrysalis: *Thoughts: Hmmm! A lost pony huh? I think I can use her to get my revenge! First I will suck her love and then I will mind control her!*

Chrysalis: Sure, but you need to do something for me first!

Bliss: Okay, what you want me to do!

Chrysalis: Well, it been awhile since I had somepony to give me a good time!

Chrysalis have moves the bottom of her dress to show her long thick green cock to her and putting in front of her!

Chysalis: If you don't mind help me with that would you?

Bliss: Oh sure, I don't mind!

Chrysalis stood next to a tree while Bliss bended over on her knees and leaned forward towards her cock!

Chrysalis: Whoa, girl...

Chrysalis blushed and suddenly felt Bliss's tongue caress her length, making her gasp a little.

Chrysalis: *Gasp*

Bliss licked her cock gently making Chrysalis lean back on a tree, so Bliss could get her full cock, and Bliss grinned as she opened her mouth and went down on her cock, and she started to suck on her big cock.

Bliss: Mmm!

Chrysalis: Oh...how does this feel so...good?

The former changeling queen asked herself as surges of pleasure went through her body.

Chrysalis: Ahhh!

Bliss liked hearing Chrysalis moan from the pleasure, so she sucked on her cock a bit faster now. Bliss enjoy that Chrysalis think she is in control of this situation, but she is wrong that!

Bliss: Mmmm!

Chrysalis: Ahhh! Oh...

Chrysalis put her hand on Bliss' head as she felt more pleasure. "

Chrysalis: It feels so good!

Bliss bobbed her head sucking her hard cock gently, she stopped and moved her tongue along her sensitive tip, she moved her tongue in circular motions on her tip like she was an expect, she looked at Chrysalis to see if she was enjoying it as she worked.

Chrysalis felt like she was in heaven, she had never had any sexual experience like this before in her life, she felt hot all over and her tongue was sticking out in ecstasy, Chrysalis stroked Bliss' mane as she felt each stroke of Bliss' tongue.

Chrysalis: Oh that tongue!

Bliss took her cock back into her mouth and sucked on her shaft again, she bobbed her head and Chrysalis grind her teeth and gasped again, Bliss' wet mouth made Chrysalis go crazy, she felt a tight pressure build up in her crotch.

Chrysalis: What's this feeling!?

Chrysalis wasn't sure what was going on how she making her feel so very good with her body, but she was feeling too good to care.

Chrysalis: Don't stop!

Bliss enjoyed Chrysalis's moans and screams of delight, she sucked harder as Chrysalis twitched and flapped her wings a bit faster, Bliss kept sucking her cock and enjoying the taste of her friend.

Chrysalis felt more pressure build up and grunted heavily.

Chrysalis: Ahhh!

Bliss bobbed her head faster on her cock as her tongue felt her shaft all around in her mouth, she could tell Chrysalis was holding back her release, and she liked how Chrysalis was starting to get into it, her experiment was coming along nicely.

Chrysalis: Oh Celestia!

Chrysalis felt even more pressure build up, she couldn't think as everything seemed white, her mind was everywhere and she was in bliss, Chrysalis felt every inch of her tongue around her cock, she didn't want the pleasure to end.

Chrysalis: Ahhh! More Starflakes! MORE!

Chrysalis grabbed Bliss's head and pulled her down forcing her to deep throat her cock, Bliss gagged as she wasn't ready to take in that much.

Bliss: Mmm!

*Gag*

Bliss tried to pull back but couldn't as Chrysalis held her head down there.

Chrysalis felt her cock twitch as she felt Bliss' throat with every inch.

Chrysalis: AHHH! YES!

Bliss: MMM!

Bliss choked on her cock as she couldn't breath, she had never done anything like this before, it hurt her throat as Chrysalis's cock rubbed it raw, she gagged and choked as Chrysalis went faster, each thrust leaking some pre-cum.

Bliss: MMM!

Chrysalis: AHH! Take it all in!

Chrysalis thrust her cock in and out of her throat, she was ready to blow any minute, but she didn't want the pleasure to stop, her hips picked up the pace making Bliss' vision start to blur.

Chrysalis: I'M GOING TO-AHHHHHHHHH!

Chrysalis couldn't hold back any longer and thrust as deep as she could into Bliss' throat and unloaded her spunk in ropes straight down Bliss' throat forcing her to swallow her white seed.

Chrysalis: Oh Celestia...that was good..

Bliss: MMMMMMMM!

Bliss has swallow her cum but with her cock was so far into her throat she couldn't help it, it tasted salty but it was actually rather good to taste, but she was still choking.

Chrysalis: Oh, sorry!

She pulled out her cock from her mouth giving her room to breath. Chrysalis felt so weak, that she has collapse on the ground while leaned back on the tree after having the best blowjob of her life!

Chrysalis: Are you okay!? I kinda lost it there! I feel so tired!

Bliss coughed and some of Chrysalis's cum spilled out of her lips and her throat was a bit sore!

Bliss: It's...okay...

Chrysalis: What happened to me? I just lost control!

Chrysalis asked confused because this is the first time she have ever lost control of herself. Bliss is smiling at Chrysalis that everything is okay, but Chrysalis don't know that Bliss was secretly absorbing Chrysalis' magic without her noticing through her cock, the former changeling queen was focusing on her pleasure so much that she don't realized her magic is getting suck out of her body!

Bliss: So...Round 2, ma'am!

Chrysalis look at her, then she realized that she have forget to suck her love during sex because her blowjob was too much for her, but this time have second to do it.

Chrysalis: Yes, sure!

She tries to get up, but her legs are too weak right now to stand up! Bliss stop the changling from get up!

Bliss: Wait... You don't have to get up! Just sit down and relax I can do the rest from here!

Chrysalis: Oh, Okay!

Chrysalis have spreads her leg to the side as Bliss pulled off her shorts away, she lowered itself to her level! Bliss slowly and quite seductively crawled over Chrysalis's body until her pussy was grinding against Chrysalis's massive cock!

Both Chrysalis and Bliss began to suppress their moans as the heat of each other's body pressed against one another was quite exhilarating!

Chrysalis's cock was rock hard from the grinding she was receiving and she could easily tell Starflakes was just as riled to go from the woman's slit leaking so much arosul onto her cock.

The two proud and sexually hungry woman looked into each other eyes for another moment of grinding before moving things along.

Bliss lifted herself slightly higher, long enough for chrysalis to position her cock for her pussy to take it within her empty cunt!

Bliss brought herself down onto Chrysalis's cock with the force of 10 stallion, sending a flow of pleasure Chrysalis needy body.

Chrysalis: OOOH! Oh my word! I can't believe how good this felt!

Chrysalis yelled into the blue sky!

Chrysalis took hold of Starflakes' wonderfully toned thighs and used her own strength to help bounce the young mare on her cock.

Bliss simply let Chrysalis take control of the situation, she had clearly more experience in fucking Mares proper.

Chrysalis & Bliss: OOOoooooh-OOOHHH!

Bliss moaned not used to such a big and hard meat within her for the first time in her body, Chrysalis had to admit, that it feel way better than her sucking her cock earlier.

Bliss have control of Chrysalis mind and Chrysalis see Bliss as her beautiful mistress now. Chrysalis could get used to seeing, the beauty of her mistress, it was about fucking Bliss hard and proper to satisfy her!

Remembering that, Chrysalis gripped Bliss' thighs harder and began to thrust herself upwards with inhuman force.

Bliss was now taking Chrysalis 10-inches deep and only wanted to take her deeper.

Another welcomed sight to Chrysalis was Bliss' rather busty breasts bouncing in the air as the her queen was pounded from below.

As much as Chrysalis enjoyed the sight of her Mistress seeming so gone, Chrysalis couldn't deny her own orgasm approaching, though if she had to guess, Bliss' was even closer!

In a sudden flash, Chrysalis lifted Bliss up, though being sure to stay at least 5-inches deep, and placed her Mistresses back against the ground. Chrysalis then lifted one of Bliss's legs and placed it against her shoulder to fuck Bliss at an angle her own bitches have quite enjoyed!

Bliss: C-Chrysalis, ooooohhhh-AAAAHHHH!

Bliss screamed out from the pleasure of the new angle she was fucked.

Chrysalis had to admit, she loved the view of Bliss now even more than before. Her queen had her long and loose hair all over the ground her head was laying on and the constant moaning gave her face quite the ahegao look.

Once again Bliss's bodacious breasts bounced and jiggled with her body as she was roughly fucked, they were tantalizing Chrysalis and she did not feel like asking.

Chrysalis reached out with one arm and roughly grasped one of Bliss's wonderful melons she called breasts.

Once she grabbed it and gave it a playful squeeze, Bliss's moans increased dramatically, immediately giving Chrysalis all the encouragement to continue her assault of Bliss' body.

Upon her third or fourth squeeze of Bliss's breasts, she felt the current grimm queen's cunt tighten and convulse around her cock, Bliss was orgasming, hard

Bliss: OOHHH-AAAAAHHHH!

Bliss screamed into the sky!

Such a hot sight was all Chrysalis needed at that point and so she shot her load as well, right into Bliss hungry cunt, desperate for more!

Chrysalis was sure to continue thrusting, lighter in force, but enough to draw out both of their orgasms for all they were worth.

Chrysalis: Well Mistress, how was I?

Bliss: *huff* Exceeded every expectation *huff*!

Chrysalis: Well, I live to please.

She began to pull out of Bliss! Bliss stood up next to chrysalis, then the young unicorn reverted back to her alicorn as Chrysalis see that her mistress change into a very beautiful alicorn in front of her!

Chrysalis: My mistress are you so beautiful!

Bliss: Oh thank you! Anyway I want you to do something for me would you?

Chrysalis: Yes, My mistress! I will do anything for you!

Bliss: Good! I need you to give me all of your magic to me!

Chrysalis: As you wish my mistress!

Chrysalis is focusing all of her magic to her horn firiing at her mistress translating all her magic to her as the magic translate to Bliss' body she can felt Chrysalis's magic flowing through her whole body feeling a amazing!

Suddenly a flash of green light cover all over the area, after a few seconds later, the light faded away Bliss look over her own body seeing that she gain a green stirp in her mane and tail, then she look over towards Chrysalis laying on ground also seeing that Chrysalis have shrinks down into younger and smaller version of herself! She is now wearing a green tanktop, black-n-green skirt, and green shoes. It's seem that Chrysalis is shorter than Princess Luna.

Bliss: Hey, Chrysalis are you okay?

Chrysalis got back on her feet in front of her mistress!

Chrysalis: I'm okay, my mistress! Did it work!

Bliss: One minutes please!

Bliss is started to uses her new Changeling magic, she have transformed into a manticore, she have lion body with large bat wings and scorpion's tail. Then, She changed back to her normal alicorn form.

Bliss: Yes, I have now changeling magic!

Chrysalis: I am happy to hears that! So, what to do next my mistress?

Bliss: Yeah, I have some unfinished business follower me, Chrysalis!

Chrysalis: Okay, my mistress!

Bliss and Chrysalis walks through the Evergreen forest towards the direction of Ponyville!


	9. Chapter 9

Meanwhile at Zecora's Hut, Zecora have finally broke free from that crazy flower that Rarity left behind and her palayzed by the stun flower had wear off. Now, Zecora is panting on her flood, she is recovering her strength after cumming countless onto that flower!

Zecora: *pant* I need to tell *pant* Twilight that something wrong with *pant* Rarity!

Zecora use little energy she had to stood up on her feet!

Zecora: I better warned her now!

Suddenly Bliss burst through her door with a little chrysalis behind her!

Bliss: Well it's too late for that!

Zecora: What? Who are you? And is that Chrysalis?

She was caught by surprises by a white alicorn bursting through her door with Chrysalis!

Bliss: I say it too late for that! My name is Starbliss but you can called me Bliss! And Yes, this is Chrysalis my slave!

Zecora: Your slave? Wait, waht do you means that it too late!

Bliss: Well because I already have Twilight and also I am Rarity... well not anymore they fusion together!

Zecora: WHAT?!

Zecora was shocked that Rarity and Twilight are fusion together into one alicorn!

Bliss: Oh yeah I am also Fluttershy, Applejack, Rainbow Dash, and Pinkie Pie!

Zecora: ...Huh?

Zecora is even more shocked that all her friends are gone and fusion together too!

Chrysalis: So my mistress what you want me to do with her!

Bliss: Mmmmm! No, I got this!

Bliss approach towards the tired Zecora leaning against the wall. As Bliss got closer to the zebra, Bliss' eyes start to glowed bright green!

Zecora: Hey, get away from me!

Zecora tries to fight back against her, but thank to Bliss having Applejack's strength she easily overpowered Zecora with no problem! Bliss grab the zebra and throwing her on a table!

The zebra was bending over the table. She quickly arrived at the table, reached out, and took a big squeeze on her round, plump rear.

Zecora: Oh, no. Not again! What are you doing?

Zecora asked as she felt her massage her round cheeks.

Bliss: Well, you don't need your cock right now.

Bliss use her magic to make Zecora's cock and balls to disappeared, then she slipped her loincloth to the side and began to run his finger in between her rear cheeks.

Zecora: W-what? N-no!

She felt a few sign and moans of pleasure leave her lips in between her words.

Bliss: It's not like you need to cum. You already had your chance now it my turn!

she removed his hand from her but only to swing them around and quickly pull up the two threads that cover her nipples. Grinning evilly at the sight, Bliss began to knead her supple, D-cup breast as moans continued to escape the lips of the poor zebra.

Zecora: P-Plea-se S-stop. I W-will N-not give I-I-in.

She pleated as Bliss continued her attack and she couldn't help but feel the embrace pleasure she was providing her.

Bliss: Why? You're enjoying yourself, aren't you?

Bliss asked as she removed her hand from one of her breasts and slipped it under the front of her loincloth and smiled as she pulled it back out and looked at the liquid on his fingers.

Bliss: Oh, yes you are.

Bliss have a smile on her face a she turned her around propped her onto the table.

Zecora: Wait a second...

Zecora was trying to protest, but she was quickly silenced by Bliss flipping her loincloth up and diving right into her moistening folds. The sudden sensation took Zecora by surprise and she let out a loud shriek as she fell back onto the table. As she laid there, moaning, Bliss swirled her tongue around her folds and nibbled on her clit few times to help keep her at the pace wanted. As Bliss heard her moans get sharper and louder, Bliss stoke hold of her hips as she pushed her face into her folds and forced his tongue all the way into her love tunnel until her hit her cervix. This sudden new sensation was to much for Zecroa, as she began to massage her own breast and let out a long scream of pleasure as her juices flowed from her, and all over Bliss face and the floor.

Bliss: Wow, that was great.

she stood up, and then undid her long skirt to show her 13 inch member and then she looked at her as she spoke,

Bliss: Time to return the favor.

Zecora: B-but B-Bliss.

Zecora tried to protest through her pants, but they all fell on deaf ears as grabs hold of her hips and pushed then apart just enough to get a better view of his goal. Once she was lined up with her folds, she did one quick thrust and forced her whole length into her, pushing against the cervix a little as he pulled out and then pushed all the way into her again. Bliss continued this for a few thrusts until she hand finally got his rhythm, and as she got it, she reached one with one of her hand began to knead her breast roughly as she continued to thrust into her with increase power and force as the table began to rock with her.

Bliss: Oh, is someone enjoying this?

Bliss looked into her half-closed eyes as moans continued to escape her lips with each thrust. This went on for a few more minutes until Bliss pushed in one last time and unleashed her load right into her love tunnel. A few minutes later, after resting up a bit, Bliss pulled out her member coated in both their juice, and then looked at her with an evil grin as she spoke again.

Bliss: Now time for another hole.

Zecora: Huh?

Zecora asked as she felt her left her legs a little high and took aim with her rear end. Zecora was shocked by what she was about to try, but she had no time to reach act as she pushed and forced her member into her rear. Zecora let out a shriek of shock and pleasure as she felt him push her whole length into her, only to pull it out almost as the whole way out and then forced it back in. She notice on how much harder it was when she tried to push in and out, be was about to get up a good pace and the table began to rock with them. Zecora was fighting it with all her might, but the pleasure building was to much and so she leaned forward and wrapped her arms around his neck as she continued her thrusting. As Bliss continued her pounding of her rear, Bliss leaned forward and plant a on kiss on Zecora, which she returned. And it was then, with one last push, Bliss unleashed her second load right into her butt. As she felt his flood her inside with her seed, she to was thrown over the edge as her juices flowed from her onto his crotch and floor. And as the duo were lost in the pleasure, the glow in Bliss' eyes transferred to Zecora and for a split second, their eyes were glowing bright green showing that Bliss have take over her mind. After they came down from their climaxes, Bliss slowly pulled out of her and move back as Zecora pass out after her climax!

Bliss: Well then my business with you is done! Chrysalis!

Chrysalis: Yes, my mistress!

Bliss: She is all your to play with now! I'm going to ponyville for awhile! So, keep her company for me!

Chrysalis: Yes ma'am!

Bliss put back her skirt back on and left Zecora's hut, after she have leave Chrysalis move towards Zecora on the table and started licking her mistress' seeds leaking out of Zecora's pussy!

Chrysalis: Hmmm! Mistress' cum tastes very good!


	10. Chapter 10

Bliss have finally arrived at ponyville thank to having Rainbow Dash's flying speed! She uses her magic to turned herself to her Starflakes disguise! She walks throught the town looking a lot of different ponies moving around the street! Then, she spotted three young mares in the center of town. They are the cutie mark crusaders Applebloom, Sweetie belle, and Scootaloo. Applebloom is wearing a yellow t-shirt under an overall dress with yellow knee high soaks and red shoes. Sweetie Belle wears a silk white string dress and a pair of light pink sandals. Scootaloo wearing a orange open hoodie over a blue shirt with Rainbow Dash's cutie mark on it, a pair of blue jeans, and a pair of orange and black sneakers. They seem to be sad, so Bliss approach them to see why are they doing.

Bliss: What are you girls doing?

Applebloom: Huh? Who are you?

Bliss: My name is Starflakes, I am friend of Princess Twilight! So what's wrong?

Applebloom: Well I look for my big sister, Applejack!

Sweetie: I'm looking fir my sister too, Rarity!

Scootaloo: I'm looking for Rainbow Dash!

Applebloom: We was going to ask Twilight, Fluttershy or Pinkie pie but we can't find them either!

Bliss: Oh don't worry I know where they are!

CMC: What really?!

Bliss: Yeah, They are on a quest right now and they be back!

Applejack: Oh I see now!

Sweetie: But why do they not tell us?

Scootaloo: Yeah, they left without telling us!

Bliss: It was a important mission, so they has no time to explain, also Twilight tell me to you three to go to the her castle for a special surprises!

CMC: Really?!

Applebloom: What are we waiting for! Let go girls!

Sweetie: Yeah!

Scootaloo: Let go cutie mark crusaders!

The cutie mark crusaders runs towards Twilight's castle or rather Bliss's castle since Twilight is no longer exist anymore.

Bliss: I see you girls soon!

The disguise alicorn teleported inside her new castle, she reverted back to her original form, then Bliss use her magic to scan the whole castle to checks anybody is in the castle. Its seem that spike is still sleeping and Starlight Glimmer is not here right now!

Bliss: it is shame that Starlight is not here, but that means nobody can stop me from playing with those young mares!

Meanwhile, the cutie mark crusaders have arrived at her castle, they opened the doors and walks inside the castle as they enter Bliss use her magic to locked the door behind to make sure that no one can stop her or if the cutie mark crusaders tires to escape!

Applebloom: Hello! Starlight! Spike! Where are you?

Sweetie: Hmmm! Maybe they went with the other!

Scootaloo: No way! Starflakes said that Twilight have surprises for us right? That means it is someone here!

Applebloom: Maybe your right!

Bliss: Oh she is right, Applebloom!

CMC: Huh?!

The young mares turned around seeing a white alicorn with rainbow colored hair in front of them.

Applebloom: Princess Celestia?

Bliss: Haha! No, sorry I am not Celestia!

Sweetie: Who are you?

Scootaloo: where is everybody?

Bliss: Oh sorry everybody is gone now! Also don't you remember me?

Bliss turned into her Starflakes to shows them!

Applebloom: Starflakes?

She turned back to her original form again!

Bliss: Sorry, Starflakes is my fake name! My real name is Starbliss but you can called me Bliss!

Scootaloo: What are you doing in Twilight's castle!

Bliss: Twilight's castle?! Hahahaha!

Scootaloo: What is so funny?

Bliss: Do you means my castle!

CMC: Your Castle!

Bliss: Sorry, but the true is... that Twilight, Applejack, Rainbow Dash, Rarity, Fluttershy and Pinkie Pie are gone... forever!

CMC: What!?

The cutie mark crusaders is shocked that the manes six are gone!

Applebloom: What do you do to them?

She said with a scared voice!

Bliss: Oh nothing, I just fusion with them together!

CMC: ...WHAAAAATTTT?!

The cutie mark crusaders are even more shocked by hearing that news!

Bliss: That right! I had stole their bodies and souls and fusion them together to create me! Now, I will have you three for myself!

Bliss started to walks towards the scared young mares.

Applebloom: Get away from us!

Sweetie: Give back my sister!

Scootaloo: We will tell the princesses, what you did!

Bliss: Oh! That is not going to happen, because I have already place a spell on the whole castle, so nobody can't enter or leave this castle!

CMC: Ah oh!

Applebloom: RUN!

The cutie mark crusaders tries to run away from the evil alicorn, but Bliss has teleported in front of them blocking their path!

Bliss: Sorry girls! I wish I can play cat and mouse, but I have no time before Starlight get back! So, lets skip to the point!

The white alicorn stares at the cutie mark crusaders with Fluttershy's stare and her changeling magic togther to brainwash the three young mares! The cutie mark crusader tries resist, but Fluttershy's stare weaken their will to make it easily to brainwash them.

A few moment, the cutie mark crusaders drop on their knees as their eyes glows green showing that they are now Bliss new slaves!

CMC: What can we do for you, our mistress!

Bliss: Good! Now, stood up for me and bow down to me!

The cutie mark crusaders do what she said and stand up in front of their mistress and bowing down to their mistress!

Bliss: Very good, now then come closer my dear!

The Cutie mark crusaders approach her, they was commanded to do so as the three mares come closer Bliss use her magic to remove their clothes to see their nude bodies!

Bliss: Ooh! You three have nice bodies for me to enjoyed, but I can't choose! Hmmm! Oh I know!

Bliss use her magic to create a magic aura around the the cutie mark crusaders, their bodies strat to glow, they turned into sphere before they combined together, then its a bright light lights up the area before fade away. Apple bloom, Sweetie belle, and Scootaloo have fusion into together becoming a new young alicorn.

She has a light orange coat, large wings, white horn, her mane & tail is striped of red, purple, dark purple, her eyes is a shared red, light green, and purple. Her cutie mark is a red, pink, purple shield with a apple, wing, and music note in the center.

Bliss: I think I will called you Applebelle!

The new born young alicorn bowing down to her mistress Starbliss.

Applebelle: Thank you for naming me, my mistress.

Bliss: Your welcome, young one!


	11. Chapter 11

Chapter 11

At Bliss's new castle, Trixie enter her castle as she through the hallway looking for Starlight to ask her if she could help her for the next magic show!

Trixie: Starlight! Where are you? I need your help for my next show!

Bliss teleported behind her without her noticed, she look at Trixie that she wears bright black high heels and wraps her long slender legs that in translucent black stockings. Also wearing a blue leotard, the outfit highlighted the lines of her body, while the chest made a firm, modest valley. White cuffs accented her wrists and her neck was adorned by a red bowtie.

Bliss: Hello there darling!

Trixie: Ahhhhh!

Trixie turn around and see a mysterious alicorn behind her.

Trixie: Oh my Celestia! You scraed me and who are you?

Bliss: Hey, I'm Bliss and I can said that you are a cutie!

Trixie blush.

Trixie: Oh thank you! Anyway, why are you doing here at Twilight's castle?

Bliss just only smile at Trixie.

Bliss: Oh nothing important, I just have a gift for you.

She pulled out a golden ring in her hand and handed over to the blue unicorn.

Trixie: Oh thank you for this ring!

Bliss: It's a magic ring that increase unicorn magic! You have to put it in your horn to make it works!

Trixie: Really?! This ring is worthy for the great and powerful Trixie!

She put on the ring on her horn, but Trixie does not know tha the the ring is really a magic jammer that block the wearer's magic!

Trixie: Time to test it out!

She tries to do some magic trick, but nothing happened at all!

Trixie: Huh? What's going on? Why I can't use my magic?

The unicorn tries to remove the ring but with no avail.

Trixie: What the fuck! Why can't I remove this ring out of my horn?

Bliss: Let go somewhere privately just between us!

Trixie: Huh?!

She suddenly rushing forward, lifting and carrying Trixie like she weighed nothing. The alicorn was powerful, far stronger than she looked and lugged Trixie upstairs, hurling her down onto Twilight's large bed.

Trixie: Why are we here in Twilight's bedroom?

Suddenly Bliss shoving Trixie so that she was pinned face down.

Trixie: Stop! What are you going to do to Trixie?

Bliss: Just relax, because I hope you are ready next part, my little pony.

She whispered, yanking Trixie's clothes off roughly, delivering a sudden slap to Trixie's perky ass. Trixie cried out, eyes wide at the aggressive shift.

Bliss: I will show you a magic trick.

Trixie glanced back and felt a rush of nerves and excitement. Bliss had cast off her dress, exposing her large, curves… and her cock. Fully erect, it had to be at least twenty inches long and as thick as Trixie's arm.

Bliss gripped Trixie's wrists, pulling them back, the thick tip of her unsheathed cock prodding against Trixie's pussy.

Bliss: Because I'm going to make this huge cock disappear inside of you!

Bliss tell her, before she began to push forward.

Trixie uttered a shrill scream as the titanic cock began forcing itself inside her. Trixie gritted her teeth, as it steadily pushed in deeper. Surely she couldn't possibly take that entire cock? It must be impossible…

It then occurred to the blue unicorn that she probably could take it, thanks to Bliss' magic. She felt a shock of pleasure, and uttered another scream as Bliss suddenly jerked, forcing in a few more inches.

Trixie took several heaving breaths as Bliss worked the throbbing cock inside her, harder and deeper. The new alicorn was relentless, forcing it in deeper, pressing against Trixie's cervix. She shuddered, tears threatening to form at the edges of her vision. Bliss grunted, slowly beginning to pull back, before suddenly thrusting in, forcing the cock past Trixie's cervix and into her womb. The blue unicorn wailed in pain and reluctant pleasure. Trixie could feel the cock stretching the wall of her womb, feel the bulge in her tummy where the cock was, as Bliss began to fuck her with more rhythm, pounding the blue unicorn doggystyle.

Bliss moaned, and Trixie already know that the mysterious alicorn is not going let her go until she broke her will!

Trixie: Ah!

Trixie cried out as Bliss reached around, roughly groping her large breasts, her own, even larger tits pressed into Trixie's back. Something clicked in Trixie's mind, giving her an idea that might help her… or it might backfire, but at this point she was willing to try anything.

Trixie: P-please…

She moaned, voice wavering in pitch.

Trixie:...Please, harder… mistress~

Bliss smile as she know that Trixie is trying to trick her to think that she already broke her, but the alicorn will not stop unitl Trixie's mind is completely broken!

The mysterious alicorn began pounding her even harder than before.

Toriel gripped Trixie's hair, tugging back lightly, whispering in her ear.

Bliss: You like this, mm~? You like your mistress's cock?!

Trixie moaned, panting. She think I do too, now.

Trixie: Y-yes mistress~!

Bliss had a savage look in her eyes, thrusting and rolling her hips furiously, pounding the blue unicorn without any mercy.

Bliss: My little magician is a slut, isn't she?!"

Trixie: Yes!

She mewled.

Trixie: Yes Mistress! I'm a slut~! I love cock~!

After half an hour, She wasn't acting anymore; Trixie found herself enjoying every moment of this.

Bliss purred, slowly pulling her cock from Trixie's soaked pussy, flipping the girl so she was on her back, facing the alicorn. She slapped the cock on Trixie's belly.

Bliss: Look how big it is, look how much of your mistress' cock can fit inside you~

Trixie shuddered, watching Bliss rolling her hips back, again only prodding Trixie with the tip.

Bliss: ...Beg me to rape you.

Bliss whispered, licking her lips.

Trixie: P-please! Fuck me, force it inside me!

She begged her mistress, panting softly.

Trixie: Mistress, I need your cock…! Pound me, hurt me, I don't care I need it~! I want it so, so-

Bliss silenced Trixie's begging by slamming the cock into Trixie's pussy, hard and fast. She gripped Trixie's legs, pushing them back, so that she was fucking downwards into the blue unicorn, fucking Trixie in a mating press. Trixie shuddered, uttering wails of delight, shuddering, and very suddenly cumming, her cunt tightening around the cock burrowing inside her.

Bliss didn't even slow down, fucking Trixie right through her orgasm, not losing any speed as she brutally slammed into her again and again.

Bliss: Mmh, did mistress make you cum~?

She growled.

Bliss: Well you had better get used to it; because mistress's nowhere near finished.

Trixie shivered in trepidation. Bliss continued to slam herself into Trixie, who let out a little whine, as Bliss continued fucking her overstimulated pussy. Toriel was far more brutal than Trixie could have anticipated, her huge balls slapping against Trixie over and over again. Toriel suddenly hitched, her rhythm broken as she slammed in as far as she could go, burying herself deep within Trixie, pumping out thick ropes of cum into the girl.

Trixie squealed as the white-hot fluids poured into her, filling her womb. Bliss suddenly pulled her cock out, giving it several jerks and firing another thick rope, all over Trixie's face and tits. Trixie panted for breath, but was given no reprieve. Bliss shifted forward, slapping her cock hard against Trixie's face. She gasped, and Bliss silenced her by shoving the tip into her mouth.

Bliss: Hnn~ Choke on mistress's cock~!

She demanded, bucking her hips, forcing the shaft down Trixie's throat. Trixie gagged noisily as Toriel shoved her cock down Trixie's throat. Trixie gave out a whimper, struggling to suck in air through her nose. Bliss grinned wickedly as she bounced her cock into Trixie, who had tears streaming down her cheeks.

Bliss: What's the matter? You can't take mistress's cock? Is it too big for your slutty throat~?

She viciously slammed all the way to the bottom, even forcing in the sheathe, resting her heavy balls on Trixie's delicate face. Trixie choked noisily and Bliss relented, pulling back so only the tip was in Trixie's mouth. She allowed the blue unicorn to catch her breath, before dropping back down.

Trixie shuddered, vision swaying as Bliss rose up and slammed down, each brutal thrust down her throat making Trixie gag and struggle to see clearly, each thrust sent Bliss's balls upon Trixie's face. She really was trying to break Trixie.

Bliss continued, several more brutal thrusts slamming down Trixie's tight throat, before another load of cum was wildly pumped down her throat, thick ropes jetting down into Trixie's tummy. Bliss again pulled out mid climax, to spray Trixie with alicorn jizz.

Trixie coughed a little, eyes regaining focus, staring up at the large cock, which Bliss held idly above Trixie's face.

With two quick thwaps! Bliss delivered another two cock-slaps to Trixie's face, grinning.

Bliss: Good girl. Your mistress's so proud~

Trixie managed a bleak smile.

Trixie: Th-thank you mitress… Eek~!

She squealed as Bliss lifted her, effortlessly picking Trixie up in the air, dangling her over the fat cock.

Bliss: Once more.

Bliss whispered.

Bliss: And you'll be mistress's toy.

Bliss raised Trixie high and with all her effort slammed her down, forcing her entire cock into Trixie's ass.

Trixie came. She came instantly and hard. Bliss lifted Trixie and slammed her down again, making Trixie suddenly cum again. Bliss thrust her hips upwards, bouncing Trixie's ass on her massive cock. Trixie drooled and screamed, cumming over and over again from Bliss' brutal thrusts, the woman fully intent on breaking Trixie for good. She fucked and slammed her cock in, and Trixie's mind grew blurry. But Trixie was flooded with lust- the urge to keep going, no matter what. And she could see straight again- she still felt the shocks and spasms of pain and pleasure run through her, but they no longer drove her thoughts.

That didn't mean that Bliss' utterly relentless fucking wasn't the first thing she could think of. It was primarily the only thing in her thoughts. The massive cock was slamming into her ass, slamming into her again and again.

Trixie drooled and whined as Bliss pounded her ass, occasionally delivering a vicious spank to Trixie's rear. Bliss grunted, growling as she slammed Trixie down once again, cock throbbing inside the girl. For the third time, Toriel's cock spurted a thick load into Trixie, and she let out a long, satisfied moan.

She held Trixie there for a few minutes, before slowly pulling Trixie off her cock and depositing her on the large bed, flopping next to the girl with her arms gently curled around her. Trixie was utterly exhausted, covered in alicorn-cum, sore, but immensely satisfied.


End file.
